AtlasClear boosts shares for 2024 equity plan

AtlasClear Holdings, Inc. reported that its stockholders approved a first amendment to the company’s 2024 Equity Incentive Plan.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AtlasClear Holdings, Inc. reported that its stockholders approved a first amendment to the company’s 2024 Equity Incentive Plan. This amendment, previously approved by the board subject to stockholder approval, increases the number of shares of common stock authorized for issuance under the plan by 15,000,000.

The company refers investors to its definitive proxy statement filed on April 30, 2026, as supplemented on May 12, 2026, for a detailed summary of the plan and the amendment. The full text of the amendment is filed as an exhibit to this report.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional plan shares: 15,000,000 shares

1 metrics

Additional plan shares 15,000,000 shares Increase in common stock authorized under 2024 Equity Incentive Plan

Key Terms

2024 Equity Incentive Plan, Plan Amendment, definitive proxy statement, emerging growth company

4 terms

2024 Equity Incentive Plan financial

"the Company’s 2024 Equity Incentive Plan (the “Plan”)."

Plan Amendment financial

"approved a first amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan"

definitive proxy statement regulatory

"the Company’s definitive proxy statement on Schedule 14A, which w on April 30, 2026"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate action did AtlasClear Holdings (ATCH) disclose in this 8-K?

AtlasClear Holdings disclosed that stockholders approved a first amendment to its 2024 Equity Incentive Plan. The amendment had already been approved by the board, subject to stockholder approval, and is now effective following the stockholder vote on May 27, 2026.

How many additional AtlasClear (ATCH) shares were authorized under the 2024 Equity Incentive Plan?

The amendment increases the number of AtlasClear common shares authorized for issuance under the 2024 Equity Incentive Plan by 15,000,000. These shares are reserved for equity awards granted under the plan, as described in the company’s proxy materials and the filed amendment exhibit.

When did AtlasClear (ATCH) stockholders approve the Equity Incentive Plan amendment?

AtlasClear stockholders approved the first amendment to the 2024 Equity Incentive Plan on May 27, 2026. This approval followed prior board authorization that was expressly conditioned on stockholder approval and was later reported in this current report on Form 8-K.

Where can investors find details on AtlasClear’s 2024 Equity Incentive Plan amendment?

Investors can review a detailed summary of the plan and amendment in AtlasClear’s definitive proxy statement on Schedule 14A filed April 30, 2026, as supplemented May 12, 2026. The full amendment text is also filed as Exhibit 10.1 to this report.

Does the AtlasClear (ATCH) 8-K include the full text of the plan amendment?

Yes. The company states that the description of the amendment is qualified in its entirety by reference to the full text. That text is filed as Exhibit 10.1, titled “First Amendment to AtlasClear Holdings, Inc. 2024 Equity Incentive Plan.”

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 04:24 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 27, 2026

AtlasClear Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41956

92-2303797

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2203 N. Lois Ave., Ste. 814

Tampa, FL

33607

(Address of principal executive offices)

(Zip Code)

(727) 446-6660

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ATCH		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported on the Form 8-K filed by AtlasClear Holdings, Inc. (the “Company”) on May 29, 2026, on May 27, 2026, the stockholders of the Company approved a first amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (the “Plan”). The Plan Amendment had previously been approved by the Company’s board of directors, subject to stockholder approval. The Plan Amendment increases the number of shares of the company’s common stock authorized for issuance under the Plan by 15,000,000.

A detailed summary of the Plan and Plan Amendment appears on pages 13 through 20 of the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 30, 2026, as supplemented by additional proxy materials filed with the SEC on May 12, 2026. That summary is incorporated herein by reference.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		First Amendment to AtlasClear Holdings, Inc. 2024 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATLASCLEAR HOLDINGS, INC.

Date: June 1, 2026	/s/ John Schaible
	Name: John Schaible
	Title: Executive Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 11.5 KB